-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2TijZM/PkJ5CnrDfQJs7GaaeoxHwasuF0EcTI/JCxy0IwyqCFjf72VVrn7IbnaS BLuM6uE5uoJ2/icAOwW6GQ== 0000950123-03-009707.txt : 20030825 0000950123-03-009707.hdr.sgml : 20030825 20030822191942 ACCESSION NUMBER: 0000950123-03-009707 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000944163 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593218138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57311 FILM NUMBER: 03863362 BUSINESS ADDRESS: STREET 1: 3950 DOW ROAD STREET 2: - CITY: MELBOURNE STATE: FL ZIP: 32934 BUSINESS PHONE: 3219841990 MAIL ADDRESS: STREET 1: 3950 DOW ROAD STREET 2: - CITY: MELBOURNE STATE: FL ZIP: 32934 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANDEM PCS INVESTMENTS LP CENTRAL INDEX KEY: 0001100346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LIVE CYCLES HOLDING CO STREET 2: 1981 MCGILL COLLEGE CITY: MONTREAL CANADA STATE: E6 BUSINESS PHONE: 5148475901 MAIL ADDRESS: STREET 1: C/O LIVE CYCLES HOLDING CO STREET 2: 1981 MCGILL COLLEGE CITY: MONTREAL CANADA STATE: E6 SC 13D/A 1 y89566sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) AirNet Communications Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 009418106 - -------------------------------------------------------------------------------- (CUSIP Number) Ginette Depelteau Tandem PCS Investments, L.P. c/o Capital Communications CDPQ 1000 Place Jean-Paul Riopelle Montreal, Quebec H2Z 2B3 Canada - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPY TO: W. Brian Raftery, Esq. Kirkland & Ellis 153 East 53rd Street New York, NY 10022 (212) 446-4800 August 13, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.[ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the Schedule 13D Page 1 of 12 Pages liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D Page 2 of 12 Pages ================================================================================ 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Tandem PCS Investments, L.P. IRS No.: 06-1553792 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,395,927 BENEFICIALLY ----------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ----------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,395,927 ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,395,927 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.428% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN ================================================================================ Schedule 13D Page 3 of 12 Pages ITEM 1. SECURITY AND ISSUER. The class of equity security to which this statement relates is the common stock, $.01 par value (the "Common Stock"), of AirNet Communications Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 100 Rialto Place, Melbourne, Florida 32901. ITEM 2. IDENTITY AND BACKGROUND. This statement is being jointly filed by each of the following persons (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"): 1. Tandem PCS Investments, L.P., a Delaware limited partnership ("Tandem"), 2. Live Cycles Holding Co., a Delaware corporation and the general partner and manager of Tandem ("General Partner"), and 3. Caisse de Depot et Placement du Quebec, a Quebec corporation and sole stockholder of the General Partner ("Caisse"). Tandem, which has its principal executive office and principal business address as c/o Live Cycles Holding Co., 1000 Place Jean-Paul Riopelle, Montreal, Quebec H2Z 2B3 Canada, is a Delaware limited partnership. General Partner, which has its principal executive office and principal business address at 1000 Place Jean-Paul Riopelle, Montreal, Quebec H2Z 2B3 Canada is a Delaware corporation and is the general partner and manager of Tandem. The name, address and citizenship of each executive officer and director of the General Partner are set forth on Annex A hereto. Caisse de Depot, a Quebec corporation, which has its principal executive office and principal business address at 1000 Place Jean-Paul Riopelle, Montreal, Quebec H2Z 2B3 Canada is the sole stockholder of the General Partner. Caisse de Depot is a legal person without share capital and a mandatary of the State of the Province de Quebec, created by a special act of the Legislature of the Province de Quebec. The principal business of Caisse de Depot is to receive on deposit and manage funds deposited by agencies and instrumentalities of the Province de Quebec. The name, address and citizenship of each executive officer and director of Caisse de Depot are set forth on Annex A hereto. During the last five years, none of the Reporting Persons or the persons set forth on Annex A hereto have been convicted in any criminal proceeding. During the last five years, none of the Reporting Persons or the persons set forth on Annex A hereto have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On August 13, 2003 Tandem converted 318,471.33 shares of Series B Convertible Preferred Stock (the "Preferred Stock") into 6,369,427 shares of Common Stock. In exchange for (i) this election to convert, (ii) the surrender of dividends owed by the Issuer to Tandem in respect of the Preferred Stock, and (iii) the surrender by Tandem of a Common Stock Purchase Warrant, dated May 15, 2001, for the purchase of up to 955,414 shares of Common Stock (the "2001 Warrant"), the Issuer paid to Tandem $500,000. The Issuer has represented to Tandem that the transactions described in this paragraph were approved by the board of directors of the Issuer. Schedule 13D Page 4 of 12 Pages On August 13, 2003, pursuant to the Stock Purchase and Sale Agreement attached hereto as Exhibit 2 (the "Purchase Agreement"), and immediately following the transactions described above, Tandem sold to Mellon Ventures, L.P. all of its shares of Common Stock (8,514,892 shares of Common Stock). In connection with the transactions described in this Item 3, Tandem received funds, but did not require the use of any funds since, Tandem converted the Preferred Stock to shares of Common Stock, sold shares of Common Stock, and terminated the 2001 Warrant, but did not purchase any securities. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. The purpose of Tandem in converting the Preferred Stock to Common Stock, selling shares of Common Stock, and terminating the 2001 Warrant was to liquidate a majority of its equity holdings in the Issuer. Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future. Schedule 13D Page 5 of 12 Pages The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, the Reporting Persons may beneficially own an aggregate of 1,395,927 shares of Common Stock (or approximately 3.428% of the Common Stock outstanding) in connection with the Common Stock Purchase Warrant held by Tandem, and dated as of June 11, 1999 (the "1999 Warrant"). (b) Inapplicable. (c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days. (d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the agreements described above, including the 1999 Warrant, or in response to Items 3 and 4 of this Schedule 13D, which are hereby incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 - Schedule 13D Joint Filing Agreement, dated August 22, 2003, by and among Tandem, General Partner and Caisse Exhibit 2 - Stock Purchase and Sale Agreement, dated January 20, 2003 Exhibit 3 - Letter Agreement, dated January 20, 2003 Exhibit 4 - Letter Agreement, dated June 19, 2003 Schedule 13D Page 6 of 12 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: August 22, 2003 TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co. Its: General Partner By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Its: President By: /s/ Yvan Deschamps Name: Yvan Deschamps Title: Assistant Secretary Schedule 13D Page 7 of 12 Pages Annex A Live Cycles Holding Co., is the general partners of Tandem. The names, addresses, citizenship and principal occupation of the directors and executive officers of Live Cycles Holdings Co. are as follows: PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Andre Bourbonnais 1000, place Jean-Paul-Riopelle President Montreal (Quebec) H2Z 2B3 Francois Laurin 1000, place Jean-Paul-Riopelle Vice-President Montreal (Quebec) H2Z 2B3 Jacque Marchand 1000, place Jean-Paul-Riopelle Secretary Montreal (Quebec) H2Z 2B3 Yvan Deschamps 1000, place Jean-Paul-Riopelle Assistant Secretary Montreal (Quebec) H2Z 2B3 Live Cycles Holding Co. is a wholly-owned subsidiary of Caisse de Depot et Placement du Quebec, a Quebec corporation. The names, addresses, citizenship and principal occupation of the directors and executive officers of Caisse de Depot are as follows:
PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Henri-Paul Rousseau Caisse de depot et placement du Quebec Chairman and Chief 1000, place Jean-Paul-Riopelle Executive Officer Montreal (Quebec) H2Z 2B3 Guy Morneau Regie des rentes du Quebec Chairman of the Board and President 2600, boul. Laurier, bureau 546 Quebec (Quebec) G1V 4T3 Jean-Claude Bachand Fraser Milner Casgrain Lawyer 1, Place Ville-Marie Bureau 3900 Montreal (Quebec) H3B 4M7 Bernard Bonin 745, Hot Springs Way Ottawa (Ontario) K1V 1W8 Claudette Carbonneau Confederation des syndicats nationaux President 1601, Delorimier Montreal (Quebec) H2K 4M5
Schedule 13D Page 8 of 12 Pages
PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Alban D'Amours Mouvement des caisses Desjardins President 100, avenue des Commandeurs Levis (Quebec) G6V 7N5 Sylvie Dillard Fonds quebecois de la recherche sur la Member and President of the board nature et les technologies and Chief Executive Officer 140, Grande-Allee Est, Bureau 450 Quebec (Quebec) G1R 5M8 Yves Filion Hydro-Quebec Distribution President 75, boul. Rene-Levesque Ouest Montreal (Quebec) H2Z 1A4 Gilles Godbout Ministere des Finances Deputy Minister, Finance, Economy 12, rue St-Louis and Research Quebec (Quebec) G1R 5L3 Thomas O. Hecht Technologies IBEX Inc. Chairman Emeritus 5485, rue Pare Montreal (Quebec) H4P 1P7 Henri Masse Federation des travailleurs et President travailleuses du Quebec 545, boul. Cremazie Est Montreal, (Quebec) H2M 2V1 Nicole Trudeau Commission municipale du Quebec Vice-President 500, Rene-Levesque Blvd. West Suite 24.200 Montreal (Quebec) H2Z 1W7 Duc Vu Commission administrative des regimes de President retraite et d'assurances 475, St-Amable Quebec (Quebec) G1R 5X3 John T. Wall (U.S. Citizen) 6601, Radnor Road Bethesda, Maryland 20817 USA Henri-Paul Rousseau Caisse de depot et placement du Quebec Chairman and Chief 1000, place Jean-Paul-Riopelle Executive Officer Montreal (Quebec) H2Z 2B3
Schedule 13D Page 9 of 12 Pages
PRINCIPAL NAME ADDRESS OCCUPATION ---- ------- ---------- Fernand Perreault Same President, CDP Capital - Real Estate Group and Executive Vice-President, CDP Capital Richard Guay Same Executive Vice-President, Risk Management and Depositors' Accounts Management, CDP Capital Ghislain Parent Same Executive Vice-President, Finance and Administration, CDP Capital Francois Geoffrion Same Executive Vice-President, Strategic Development, CDP Capital Ginette Depelteau Same Vice-President and Corporate Secretary
All persons listed on this Annex A are Canadian citizens except for John T. Wall, who is a U.S. citizen. Schedule 13D Page 10 of 12 Pages EXHIBIT 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below. Date: August 22, 2003 LIVE CYCLES HOLDING CO. By: /s/ Yvan Deschamps Name: Yvan Deschamps Its: Manager By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Its: President CAISSE DE DEPOT ET PLACEMENT DU QUEBEC By: /s/ Ginette Depelteau Name: Ginette Depelteau Its: Vice President and Corporate Secretary TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co. Its: General Partner By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Its: President By: /s/ Yvan Deschamps Name: Yvan Deschamps Title: Assistant Secretary Schedule 13D Page 11 of 12 Pages EXHIBIT 2 See attached Stock Purchase and Sale Agreement. EXHIBIT 3 See attached Letter Agreement, dated January 20, 2003. EXHIBIT 4 See attached Letter Agreement, dated June 19, 2003. Schedule 13D Page 12 of 12 Pages EX-99.2 3 y89566exv99w2.txt STOCK PURCHASE AND SALE AGREEMENT STOCK PURCHASE AND SALE AGREEMENT THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") entered into on January 20, 2003 between Mellon Ventures, L.P., a Delaware limited partnership ("Mellon"), and Tandem PCS Investments, L.P., a Delaware limited partnership ("Tandem"). RECITALS A. Pursuant to Section 6(a) of the Series B Convertible Preferred Stock Certificate of Designation of the Company, each of Mellon and Tandem (i) has provided to AirNet Communications Corporation (the "Company") notice, in a letter dated as of the date hereof addressed to the Company, of its election to convert and exchange the 318,471.33 shares of Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), of the Company that it holds into 6,369,427 shares of the Company's common stock, $.001 par value (the "Common Stock") and (ii) has agreed to deposit the certificate representing the Series B Preferred Stock in escrow pursuant to an Escrow Agreement among the Company, Mellon, Tandem, SCP Private Equity Partners II, L.P. ("SCP") and Edwards & Angell, LLP, as escrow agent, dated as of the date hereof. B. TECORE, Inc. and SCP, or affiliates thereof, are contemplating a joint financing of the Company in an amount of at least U.S.$16,000,000.00 (the "Proposed Transaction"). C. Contemporaneously with the closing of the Proposed Transaction (the "Closing"), Tandem has agreed to sell to Mellon, and Mellon has agreed to purchase from Tandem, all the shares of Common Stock then held by Tandem for an aggregate purchase price of U.S.$500,000.00 (the "Purchase Price"). AGREEMENT In consideration of the premises and the mutual agreements and covenants herein contained, the parties hereby agree as follows: 1. At the Closing, Tandem shall sell to Mellon, and Mellon shall purchase from Tandem, all of Tandem's Common Stock. 2. The consideration for the purchase and sale of the Common Stock shall be the Purchase Price, which Mellon shall convey to Tandem in the form of a banker's check payable to the order of Tandem or such other person or persons designated by Tandem in a writing addressed to Mellon, or a wire transfer into an account that Tandem shall designate in writing. 3. Power of Attorney (a) Tandem hereby irrevocably appoints Stuart P. Dawley, the Company's Secretary ("Dawley"), acting alone, its true and lawful attorney, with full power of substitution for Tandem and in its name, place and stead to do all acts and enter into all transactions that he shall deem necessary or proper to convey, assign and transfer the Common Stock to Mellon (the "Transfer"), including without limitation to execute, acknowledge and deliver a stock power and/or all other documents in connection with such Transfer to the Company and to do all other acts which may be necessary or proper in connection with such Transfer or for carrying out any power incidental thereto. (b) Tandem hereby gives Dawley, as its lawfully designated attorney, full power and authority to do every necessary or proper act that any of its employees, agents or representatives might or could do if personally present at the time of the Transfer, hereby ratifying and confirming all Dawley shall lawfully do or cause to be done by virtue of this power of attorney in connection with such Transfer. 4. This Agreement shall be null and void if the Closing does not occur by 5:00 p.m. EST, Wednesday, April 30, 2003. 5. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to its conflicts of law rules). 6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 7. Tax Consequences. This Agreement and the transactions contemplated in connection herewith are intended to represent a "recapitalization" within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended. The parties agree that they will report the transaction accordingly. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a document under seal by their duly authorized officers as of the day and year first above written. MELLON VENTURES, L.P. By: MVMA, L.P. Its: General Partner By: MVMA, Inc. Its: General Partner By: /s/ Paul D. Cohn ------------------------- Name: Paul D. Cohn Title: Partner -2- TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co. Its: General Partner By: /s/ Andre Bourbonnais ------------------------- Name: Andre Bourbonnais Title: President By: /s/ Martin Safard ------------------------- Name: Martin Safard Title: Vice-President -3- EX-99.3 4 y89566exv99w3.txt LETTER AGREEMENT January 20, 2003 VIA FACSIMILE Mr. Stuart P. Dawley, Secretary AirNet Communications Corporation 3950 Dow Road Melbourne, Florida 32934 Re: Conversion and Exchange of Series B Convertible Preferred Stock Dear Mr. Dawley: Pursuant to our letter to Mr. John Igoe dated January 20, 2003 and Section 6(a) of the Series B Convertible Preferred Stock Certificate of Designation of AirNet Communications Corporation (the "Company"), the undersigned, the holder of certificate A B003 for 318,471.33 shares of Series B Convertible Preferred Stock, $.01 par value ("Series B Preferred Stock"), of the Company, hereby irrevocably elects to convert and exchange all such Series B Preferred Stock in consideration of payment by the Company to Tandem PCS Investments, L.P. ("Tandem") of U.S. $500,000 and requests the issuance of 6,369,427 shares of the Company's common stock, $.001 par value ("Common Stock"). Subject to the closing of the contemplated transaction, the Common Stock Purchase Warrant dated May 15, 2001 for the purchase of up to 955,414 shares of AirNet Common Stock is hereby terminated. We hereby request that the certificate or certificates for such shares be issued, at the closing of a contemplated financing of the Company in the amount of at least U.S.$16,000,000.00, in the name of Tandem, whose address is c/o CDP Capital Communications, Place Mercantile, 2001 Avenue McGill College, Montreal, Quebec, H3A 1G1, Canada, or such other person or persons in the amount or amounts as we shall designate in writing to the Company. Certificate A B003 is enclosed for cancellation. Very truly yours, Accepted and Agreed: Tandem PCS Investments, L.P. AirNet Communications Corporation By: Live Cycles Holding Co. By: /s/ Stuart P. Dawley Its: General Partner Name: Stuart P. Dawley Title: Vice-President and General Counsel By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Title: President By: /s/ Martin Safard Name: Martin Safard Title: Vice-President Enclosure - 2 - January 20, 2003 VIA FACSIMILE John G. Igoe, Esq. Edwards & Angell, LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401 Re: AirNet Communications Corporation Dear Mr. Igoe: With reference to i) our letter to Mr. Dawley, Secretary of AirNet Communications Corporation (the "Company") dated January 20, 2003 providing notice of election to convert and exchange 318,471.33 shares of the Company's Series B Convertible Preferred Stock, $.01 par value, and the subsequent issuance of 6,369,427 shares of the Company's common stock, $.001 par value, (the "Conversion Letter") to Tandem PCS Investments, L.P. or its designee or designees ("Tandem") and ii) the execution of a General Release by Tandem in favor of the Company dated January 20, 2003 (the "General Release"), we understand that you shall hold such Conversion Letter, certificate A B001 enclosed therewith and the General Release (collectively, the "Escrowed Documents") in escrow pursuant to the terms and conditions set forth in the attached Escrow Agreement and deliver the Escrowed Documents to the Company at the closing of a contemplated corporate financing of at least U.S.$16,000,000.00 by TECORE, Inc. and SCP Private Equity Partners II, L.P., or affiliates thereof (the "Proposed Transaction"). If the Proposed Transaction has not closed by 5:00 p.m. EST, Wednesday, April 30, 2003, you are hereby instructed to immediately return the Escrowed Documents to the undersigned. Please signify your acceptance of, and agreement with, the foregoing by signing below. Very truly yours, Accepted and Agreed: Tandem PCS Investments, L.P. Edwards & Angell, LLP By: Live Cycles Holding Co. By: /s/ John G. Igoe Its: General Partner Name: John G. Igoe Title: Partner By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Title: President By: /s/ Martin Safard Name: Martin Safard Title: Vice-President - 4 - GENERAL RELEASE Tandem PCS Investments, L.P. does hereby, for itself and its predecessors, Affiliates (as defined below), successors and assigns (collectively referred to herein as "Tandem"), for and in consideration of the sum of Five Hundred Thousand U.S. Dollars (U.S. $500,000.00) and other good and valuable consideration, receipt of which is hereby acknowledged by Tandem, releases, acquits, and forever discharges AirNet Communications Corporation and its owners, trustees, agents, servants, directors, officers, employees, assigns, receivers, successors, members, shareholders, insurers, counsel, any subsidiary division, affiliate or corporation owned in whole or in part, or agency of said company or entity and/or their heirs, executors and administrators, as and if applicable (collectively referred to herein as "AirNet"), of and from all debts, claims, demands, causes of action, obligations, attorneys' fees, costs, rights to payment, right of indemnity or subrogation, suits, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises and all damages and liabilities of any kind or nature whatsoever at law, in equity or otherwise, known or unknown, suspected or unsuspected, which Tandem in any capacity ever had, could have had, now has or may in the future have for or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this General Release including, but not limited to, all claims raised or which could have been raised in connection with Tandem's investment in AirNet. As used above, "Affiliates" of any person, entity or party means any and all corporations, proprietorships, partnerships and business entities which, directly or indirectly or in whole or in part, own or control, are under common ownership or control with, or are owned or controlled by, such person, entity or party, as well as the individual officers, directors, partners, shareholders, employees, representatives, agents, heirs, assigns, trustees, co-venturers and liquidators of such party and all such Affiliates. Tandem covenants, represents and warrants to AirNet that it has not transferred or assigned, or purported to transfer or assign any of the claims or rights affected or released herein and that Tandem is the sole and exclusive owner of their respective claims and/or rights affected or released herein. Tandem represents that this General Release is a legal, valid and binding agreement of Tandem, and that it is enforceable by AirNet against Tandem, (and it's respective successors and assigns in interest), in accordance with its respective terms. This General Release may not be modified orally, but only by a written amendment or supplement specifically referring to this General Release, which shall have been executed by AirNet and Tandem. This release shall be governed by the laws of the State of Florida. (REST OF PAGE IS INTENTIONALLY BLANK - SIGNATURE AND NOTARY ON NEXT PAGE) IN WITNESS WHEREOF, Tandem has caused the Agreement to be duly executed on January 20, 2003. TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co. By: /s/ Andre Bourbonnais Name: Andre Bourbonnais Title: President By: /s/ Martin Safard Name: Martin Safard Title: Vice-President STATE OF -------------------------------- COUNTY OF ------------------------------- The foregoing instrument was acknowledged before me this _____ day of _______________ , 2003 by ___________________, _________________ of Tandem PCS Investments, L.P. ________________________ ------------------------------------ (Notary Signature and Seal) ------------------------------------ (Print Name of Notary) Personally known to me [ ] or produced identification [ ] Type of identification produced:_____________________ -2- EX-99.4 5 y89566exv99w4.txt LETTER AGREEMENT June 19, 2003 VIA FACSIMILE - ------------- John G. Igoe, Esq. Edwards & Angell, LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401 Re: AirNet Communications Corporation (the "Company") ------------------------------------------------- Dear Mr. Igoe: With reference to our letters to you dated January 20, 2003 and April 24, 2003 (the "Escrow Letters") and the Escrow Agreement dated January 20, 2003 by and among AirNet Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity Partners II, L.P. ("SCP") and Mellon Ventures, L.P. ("Mellon"), as amended on April 24, 2003 (the "Escrow Agreement"), we hereby agree to the further extension of the Escrow Period (as defined in the Escrow Agreement) in connection with the proposed financing by TECORE, Inc. and SCP (the "Proposed Transaction") to August 29, 2003. Accordingly, notwithstanding any provision to the contrary set forth in the Escrow Letters or in the Escrow Agreement, if the Proposed Transaction has not closed by 5:00 p.m. EST, Friday, August 29, 2003, you are hereby instructed to immediately return the Escrowed Documents to the undersigned. Subject to and contingent upon the closing of the Proposed Transaction, for the benefit of the Company, we hereby waive, release and relinquish any and all claims or rights in or to any accrued but unpaid dividends with respect to the Series B Convertible Preferred Stock held by Mellon. Please signify your acceptance of, and agreement with, the foregoing extension of the Escrow Period by signing below. Very truly yours, Accepted and Agreed: Mellon Ventures, L.P. Edwards & Angell, LLP By: MVMA, L.P., its General Partner By: MVMA, Inc., its General Partner By: /s/ John G. Igoe, P.A. ------------------------ Name: John G. Igoe, P.A. By: /s/ Paul D. Cohn Title: Partner ------------------------ Name: Paul D. Cohn Title: Partner June 19, 2003 VIA FACSIMILE - ------------- John G. Igoe, Esq. Edwards & Angell, LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401 Re: AirNet Communications Corporation (the "Company") ------------------------------------------------- Dear Mr. Igoe: With reference to our letters to you dated January 20, 2003 and April 24, 2003 (the "Escrow Letters") and the Escrow Agreement dated January 20, 2003 by and among AirNet Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity Partners II, L.P. ("SCP") and Mellon Ventures, L.P. ("Mellon"), as amended on April 24, 2003 (the "Escrow Agreement"), we hereby agree to the further extension of the Escrow Period (as defined in the Escrow Agreement) in connection with the proposed financing by TECORE, Inc. and SCP (the "Proposed Transaction") to August 29, 2003. Accordingly, notwithstanding any provision to the contrary set forth in the Escrow Letters or in the Escrow Agreement, if the Proposed Transaction has not closed by 5:00 p.m. EST, Friday, August 29, 2003, you are hereby instructed to immediately return the Escrowed Documents to the undersigned. Subject to and contingent upon the closing of the Proposed Transaction, for the benefit of the Company, we hereby waive, release and relinquish any and all claims or rights in or to any accrued but unpaid dividends with respect to the Series B Convertible Preferred Stock held by SCP. Please signify your acceptance of, and agreement with, the foregoing extension of the Escrow Period by signing below. Very truly yours, Accepted and Agreed: SCP Private Equity Partners II, L.P. Edwards & Angell, LLP By: SCP Private Equity II General Partner, L.P. By: SCP Private Equity II, LLC By: /s/ John G. Igoe, P.A. ----------------------- Name: John G. Igoe, P.A. By: /s/ James W. Brown Title: Partner --------------------- Name: James W. Brown Title: a manager June 19, 2003 VIA FACSIMILE - ------------- John G. Igoe, Esq. Edwards & Angell, LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401 Re: AirNet Communications Corporation (the "Company") ------------------------------------------------- Dear Mr. Igoe: With reference to our letters to you dated January 20, 2003 and April 24, 2003 (the "Escrow Letters") and the Escrow Agreement dated January 20, 2003 by and among AirNet Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity Partners II, L.P. ("SCP") and Mellon Ventures, L.P. ("Mellon"), as amended on April 24, 2003 (the "Escrow Agreement"), we hereby agree to the further extension of the Escrow Period (as defined in the Escrow Agreement) in connection with the proposed financing by TECORE, Inc. and SCP (the "Proposed Transaction") to August 29, 2003. Accordingly, notwithstanding any provision to the contrary set forth in the Escrow Letters or in the Escrow Agreement, if the Proposed Transaction has not closed by 5:00 p.m. EST, Friday, August 29, 2003, you are hereby instructed to immediately return the Escrowed Documents to the undersigned. Subject to and contingent upon the closing of the Proposed Transaction, for the benefit of the Company, we hereby waive, release and relinquish any and all claims or rights in or to any accrued but unpaid dividends with respect to the Series B Convertible Preferred Stock held by Tandem. Please signify your acceptance of, and agreement with, the foregoing extension of the Escrow Period by signing below. Very truly yours, Accepted and Agreed: Tandem PCS Investments, L.P. Edwards & Angell, LLP By: Live Cycles Holding Co. By: /s/ John G. Igoe, P.A. Its: General Partner ---------------------- Name: John G. Igoe, P.A. Title: Partner By: /s/ Yvan Deschamps ----------------------- Name: Yvan Deschamps Title: Manager By: /s/ Francois Laurin ----------------------- Name: Francois Laurin Title: Vice-President -----END PRIVACY-ENHANCED MESSAGE-----